September 7, 2012
United States Securities and Exchange Commission
Mail Stop 4720
Washington, D.C. 20549
Attention: Dieter King,
Legal Branch Chief
Re: Dutch Gold Resources, Inc.
Preliminary Information Statement on Schedule 14C
Filed July 19, 2012
File No. 333-72163
Dear Ms. Ransom:
Please be advised that the undersigned is the duly appointed Chief Executive Officer of Dutch Gold Resources, Inc., the above-referenced issuer (the “Issuer”). This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filings provided in your letter dated August 10, 2012 (the “Comment Letter”).
The purpose of this correspondence is to illustrate the changes the Issuer proposes in response to the Commission and provide explanation, where necessary. Our responses follow the text of each Staff comment reproduced consecutively for your convenience.
1. Please revise our information statement to affirmatively disclose whether the increase in authorized shares is in any way related to any plans or intentions to enter into any merger, consolidation, acquisition or similar business transaction. If so, please provide the disclosure required by Note A Schedule 14A.
We have revised the disclosure on page 5 to add as follows: “The Amendment is not related to any plans or intentions to enter into any merger, consolidation, acquisition or similar business transaction.”
2. We note your disclosure on page 2 that the increase in authorized shares was approved by a majority of your shareholders. Please revise your information statement to identify each such shareholder and the percentage of outstanding voting capital stock that each held at the time of the vote.
We have revised the disclosure on page 3 as follows:
SUMMARY OF THE CORPORATE ACTIONS
On July 11, 2012, our Board of Directors and shareholder holding a majority of our outstanding voting capital stock (the “Majority Shareholder”) have authorized approved an amendment to amend and restate the Company’s Articles of Incorporation to increase the number of the Company’s authorized shares of capital stock from 2,020,000,000 consisting of 2,000,000,000 shares of common stock par value $0.001 per share (the “Common Stock”) and 20,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) to 4,050,000,000 shares of which 4,000,000,000 shares will be Common Stock and 50,000,000 shares will be Preferred Stock. The Amendment was approved by the written consent of the Majority Shareholder holding approximately 53% of our outstanding voting capital stock. The Majority Shareholder consists of Daniel Hollis. Mr. Hollis holds 52,000,000 shares of the Company’s Company Stock and voting power on the Company’s Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series D Preferred Stock equal to 350,000,000, 600,000,000 and 1,600,000,000 voting shares, respectively.
Additionally, the references to “Majority Shareholders” was revised to “Majority Shareholder”, in the singular.
In addition, we have been authorized by the Issuer to advise the Commission:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Should you have any questions or require any further information, please do not hesitate to contact us.
Very truly yours,
/s/ Daniel W. Hollis
Name: Daniel W. Hollis,
Title: Chief Executive Officer